Sector: Financials
UWM HOLDINGS CORP CLASS A · Meeting: June 3, 2026
Directors FOR
0
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
AGAINST
Election of Directors
Against Analysis
Ms. Coopes has served since 2023 (over 24 months), so the new-director exemption does not apply; UWMC's stock has lost about 12.5% over the past three years while the financial sector benchmark (XLF) gained roughly 65.7%, a gap of about 78 percentage points that far exceeds the 30-percentage-point trigger for companies with negative absolute returns, and her tenure is insufficient to apply a 5-year mitigant, so an AGAINST vote is warranted.
Mr. Jeffrey Ishbia has served since 2021, meaningfully overlapping the full underperformance period; UWMC's stock fell roughly 12.5% over three years while XLF gained roughly 65.7%, a gap of about 78 percentage points well above the 30-percentage-point trigger, and the 5-year price return of -32.4% confirms sustained underperformance rather than a temporary dip; additionally, as the founder and father of CEO Mat Ishbia, he has a direct familial relationship to senior management, which is an independent basis for an AGAINST vote.
Ms. Lawson has served since 2021 and as an executive officer (Chief People Officer) is subject to the same TSR trigger as all other directors; UWMC's stock fell roughly 12.5% over three years while XLF gained roughly 65.7%, a gap of about 78 percentage points far exceeding the 30-percentage-point trigger, and the 5-year return of -32.4% against a rising sector benchmark confirms this is sustained underperformance, not a temporary dip.
Mr. Thomas has served since 2021, fully overlapping the underperformance period; UWMC's stock fell roughly 12.5% over three years while XLF gained roughly 65.7%, a gap of about 78 percentage points well above the 30-percentage-point trigger, and the 5-year return of -32.4% confirms sustained underperformance; while Mr. Thomas holds additional board seats (UWMC and Sphere Entertainment), the total does not reach the four-seat overboarding threshold for non-executive directors, so the TSR trigger alone drives the AGAINST vote.
For Analysis
All four Class II nominees trigger an AGAINST vote primarily because UWMC's stock has declined about 12.5% over three years while the sector benchmark (XLF) gained roughly 65.7%, a roughly 78-percentage-point gap that far exceeds the 30-percentage-point trigger applicable to companies with negative absolute three-year returns; the 5-year return of -32.4% confirms this is sustained underperformance. Jeffrey Ishbia receives an additional flag for his familial relationship to the CEO. Laura Lawson and Jeffrey Ishbia are also flagged as executive directors or family members of senior management, respectively.
CEO
Mat Ishbia
Total Comp
$9,961,301
Prior Support
95%%
The prior Say on Pay vote received over 95% support, so no engagement failure concern applies, and the pay mix is heavily performance-based (the company reports 94% of CEO target compensation is at risk). However, the pay-for-performance alignment check fails: UWMC's stock has lost about 12.5% over three years while the financial sector benchmark (XLF) gained roughly 65.7%, a gap of about 78 percentage points indicating severe underperformance by shareholders, yet the CEO received total reported compensation of approximately $10 million in 2025 and other NEOs received very large stock award grants — for example, Melinda Wilner and Alex Elezaj each received stock award grants with a reported value of approximately $6.75 million in May 2025 alone, driving their total reported compensation above $9.6 million — which represents above-benchmark variable compensation against a backdrop of material shareholder loss. Because variable/incentive pay is clearly above benchmark levels for multiple executives while shareholders have experienced significant negative returns relative to sector peers over the past three years (underperforming XLF by more than 20 percentage points), the incentive structure is not aligned with shareholder outcomes, warranting an AGAINST vote.
Auditor
Deloitte & Touche LLP
Tenure
6 yrs
Audit Fees
$1,715,000
Non-Audit Fees
$618,300
Deloitte's non-audit fees (audit-related fees of $261,895 plus tax fees of $356,405, totaling $618,300) represent about 36% of audit fees when considered alone, but the policy requires including audit-related fees as non-audit for this ratio calculation; treating audit-related fees ($261,895) and tax fees ($356,405) together as non-audit yields $618,300 against audit fees of $1,715,000, a ratio of approximately 36%, which is below the 50% threshold — however, reassessing: total non-audit fees are $618,300 / $1,715,000 = 36%, which is below 50%, so the fee ratio trigger does not fire; Deloitte's tenure of approximately 6 years is well below the 25-year threshold, and no material restatements are disclosed, so a FOR vote is warranted on all policy screens.
The 2026 UWMC annual meeting ballot contains three proposals: all four director nominees are recommended AGAINST due to severe stock underperformance relative to the XLF sector benchmark over three years (a gap of roughly 78 percentage points against a 30-point trigger), with additional flags for familial relationships and executive director status; the Say on Pay vote is recommended AGAINST because large executive compensation packages — particularly outsized equity grants to senior officers — are misaligned with shareholder experience of negative three-year returns; and auditor ratification of Deloitte passes all policy screens with a six-year tenure and a non-audit fee ratio well below the 50% threshold.
